<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                   FORM 10-KSB
                                AMENDMENT NO. 1

---------------------
/X/ Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
                         1934 For the fiscal year ended
                                December 31, 2000

/ / Transition report under Section 13 or 15(d) of the Securities Act of 1934
for the transition period from ------------ to------------

Commission file number 0-22413


                                 UNIVEC, INC.
                 (Name of Small Business Issuer in its Charter)

            Delaware                                          11-3163455
  -------------------------------                         ------------------
  (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)

                              ---------------------

                                 22 Dubon Court
                              Farmingdale, NY 11735
                                 (631) 777-2000
          (Address and telephone number of principal executive office)

                              ---------------------

       Securities registered under Section 12(b) of the Exchange Act: None

              Securities registered under Section 12(g) of the Act:

                                 Title of Class
                          Common Stock, $.001 par value
                         Common Stock Purchase Warrants

                              ---------------------

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes /X/ No / /

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /

     Revenues for the issuer's most recent fiscal year were $3,078,151.

     The aggregate market value of the voting stock held by non-affiliates
computed by reference to the closing price at which the stock was sold on March
19, 2001 was $1,016,721.

                            ---------------------
                  ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes / / No / /

                   APPLICABLE ONLY TO CORPORATE REGISTRANTS

             As of March 19 2001, the issuer had 6,535,746 shares of
                      common stock, $.001 par value, outstanding.

     Transitional Small Business Disclosure Format: Yes / / No /X/

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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                                     Part I

Item 1. Description of Business.

     UNIVEC, Inc. (the "Company" or "UNIVEC") develops, assembles, licenses and
markets safety hypodermic syringes designed to protect the healthcare worker and
patient against cross-infection. The Company also from time to time sells other
medical devices and intends to develop other medication delivery systems. The
Company is a Delaware corporation incorporated on October 7, 1996, and the
successor by merger to UNIVEC, Inc., a New York corporation, incorporated on
August 18, 1992.

     In 1997, the Company commenced production and sales of its 1cc locking clip
syringes, which are designed to make accidental or deliberate reuse difficult.
The accidental or deliberate reuse of syringes is a frequent cause of the spread
of the human immunodeficiency ("HIV") and hepatitis viruses, as well as other
blood-borne pathogens. The Company has received 510(k) clearance from the U.S.
Food and Drug Administration (the "FDA") to market its locking clip syringes in
the United States.

     The Company believes that its 1cc difficult to reuse syringes are more
effective than competitive syringes and that they are competitively priced. The
Company also believes that it is the only company that markets a difficult to
reuse syringe with a 1cc barrel, which is ideal for dispensing accurate dosages
of medicine (e.g., allergy, immunization and insulin medicines). It is more
difficult to deliver up to a .95cc dosage accurately with a syringe barrel that
is greater than 1cc. The Company does not know of any other company that offers
a lcc aspirating syringe that can be locked. Healthcare workers need aspirating
syringes to mix medications in the syringe barrel and inject medications
intravenously. Furthermore, the Company believes that aspirating syringes are
preferred by diabetes patients and needle-exchange programs.

     The Company's marketing efforts have been directed primarily to
international relief agencies, including the International Red Cross, UNICEF,
the Japanese Official Development Assistance Program, and the World Health
Organization ("WHO"), as well as to public hospitals and health facilities in
the United States. Pursuant to programs of international relief agencies, the
Company has shipped its lcc locking clip syringe to over 72 countries. The
Company also intends to market its locking clip syringes to governments of
developing countries, private hospitals and health facilities in the United
States, and distributors in the United States. The Company also plans to license
its patents and proprietary manufacturing processes relating to its 1cc locking
clip and other syringe designs. To stimulate demand for its safety syringes, the
Company has initiated promotional and educational campaigns directed at (i)
public health officers and other government officials responsible for public
health policies, (ii) doctors and administrators of healthcare facilities
responsible for treatment of HIV-AIDS and hepatitis patients, and (iii)
liability insurance companies.

Problems Associated With Traditional Disposable Syringes

     In developing countries, accidental or deliberate reuse of disposable
syringes poses a serious risk of transmitting HIV-AIDS, hepatitis and other
blood-borne pathogens. At a conference in September 1997, UNICEF and WHO stated
jointly that "the consequences of re-use are striking. Current estimates put the
number of Hepatitis B cases provoked by four reuses of a syringe at up to 3,740
cases per 100,000 fully immunized children and the number of HIV infections at
81. When these risks are computed against current evidence of the reuse of
syringes, the total global morbidity due annually (to reuse) stands at around 10
million cases of Hepatitis B, 1.8 million cases of Hepatitis C, and 750,000
cases of HIV."

     Relief agencies, including UNICEF and WHO, administered almost a billion
immunizations to women and children through immunization programs in developing
countries in 1998 and anticipate administering 3.5 billion immunizations by
2005. WHO reported that surveys carried out in four of its six regions indicated
that up to a third of immunization injections were unsterile. But immunization
injections account for less than 10% of injections administered within the
health sector. The United Nations estimates that more than half of all
non-immunization injections in developing countries are unsafe. According to an
article in the New York Times on July 7, 1996, an estimated 21.8 million adults
and children worldwide are infected with HIV, 90% of whom live in developing
countries.


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     Intravenous drug users, who share syringes or use syringes discarded by
hospitals, medical clinics and laboratories, doctors or diabetic patients, are
extremely susceptible to HIV, hepatitis and other blood-borne pathogens. An
article in the May 1996 American Journal of Public Health for Disease Control
written by an epidemiologist for the Center for Disease Control and Prevention
(the "CDC") estimates that nearly half of all new HIV infections are occurring
in intravenous drug users. In the United States, up to 30% of pregnant mothers
infected with HIV transmit the virus to their babies, according to the CDC.
Based on a study of children with HIV, who received care at Children's Hospital
of Wisconsin, researchers estimated that the mean total lifetime costs of caring
for a child with HIV was over $418,000. In Russia, where HIV-AIDS is nearly an
epidemic because of intravenous drug use, Health Ministry figures suggest that
it will cost at least $5 billion a year to treat Russia's AIDS patients in the
year 2000 or 50% of Russia's projected budget for healthcare in that year.

As a result of the increase in the incidence of HIV-AIDS cases, there has also
been considerable discussion concerning over-the-counter sales of
non-prescription syringes and needle exchange programs, in which intravenous
drug users exchange used syringes for sterile syringes. However, political and
social concerns that over-the-counter sales of non-prescription syringes and
needle exchange programs encourage and condone illegal drug use have limited the
access of intravenous drug users to sterile syringes, including those with the
added safety feature of a locking device to discourage reuse. Nevertheless,
numerous states, including New York, Connecticut, Florida, Ohio, Michigan, Texas
and Virginia have legalized over-the-counter sales of non-prescription syringes.

     As a result of the findings in the United States and developing countries,
public health officials have encouraged the medical industry to develop safer
syringes to prevent the spread of blood-borne pathogens, such as HIV and
hepatitis. In 1995, the House of Delegates -- American Medical Association
requested "manufacturers of disposable hypodermic needles and syringes to adopt
designs to prevent reuse and to include in the packaging clear directions for
their correct disposal." In late 1995, UNICEF and WHO recommended "the use of
auto-destruct syringes instead of disposable, single use syringes in order to
avoid the hazards of unsafe injection practices." During 1996, New York State
enacted legislation authorizing a limited number of pilot projects to test the
practicality and effectiveness of difficult to reuse syringes. Such pilot tests
are to be conducted, subject to funding, in state-operated facilities, such as
prisons, hospitals, youth detention facilities and development centers.

     Since the introduction of the disposable syringe in the late 1950's, two
types of features have been developed to deter the spread of blood-borne
pathogens as a result of accidental or deliberate reuse of syringes --
needle-stick prevention devices and difficult to reuse syringes.

Needle Stick Prevention

     Needle-stick prevention devices are designed to prevent accidental puncture
injuries to health care workers and patients before, during, and after the use
of hypodermic syringes and needles. Statistics indicate that less than 1% of all
reported HIV infections in the United States are attributed to needle-stick
injuries. The most prevalent needle stick prevention device, the extendible
barrel sleeve, is not a substitute for features that render a syringe difficult
to reuse; however, it can be combined with devices that make a syringe difficult
to reuse. Needle-stick prevention methods include:

     Retracting Needles, which through mechanical devices incorporated in the
syringe, pull back the needle into the barrel after use. These devices are
effective needle-stick prevention devices; however, operators must manually
trigger the retraction of needles. Retracting needle devices that automatically
trigger with a single use of the syringe can render the syringe design difficult
to reuse. However, such devices are costly to manufacture due to the complexity
of the mechanics required to retract the needle. Retractable Technologies, Inc.
(Texas) markets the Vanish Point(R), a 3cc syringe, at a retail price of $0.50
to hospitals and other health clinics. The Company believes that Vanish Point(R)
provides effective needle stick protection; however, it does not believe that
Vanish Point(R) provides adequate protection against deliberate reuse.

     Self-Destruct Needles, which permit the needle to be collapsed or deformed
into a shape which cannot result in a needle-stick injury. Although
self-destruct needle devices are mechanically simpler than retracting needle
devices, less prone to malfunction and less costly to manufacture, such devices
are effective only if the operator triggers the self-destruct feature.


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     Extendible Barrel Sleeves, which enclose the barrel of the syringe in a
second cylinder which the operator extends before and after use to cover the tip
of the needle. The extendible barrel sleeves often lock in their extended
position after use. In virtually all designs, the operator of the syringe must
manually extend the barrel sleeve after use. The sleeve does not prevent
multiple use of the syringe before the operator encloses the barrel. However,
extendible barrel sleeves are more cost-effective than the other alternatives
and can be combined with a device that makes the syringe difficult to reuse.
Becton Dickinson and Company ("Becton-Dickinson") and Sherwood Davis & Geck
("Sherwood") distribute traditional (1cc and 3cc) syringes with extendible
barrel sleeves at a wholesale price of $0.28 to $0.32. In July 2000, the Company
received FDA approval for an extendible barrel sleeve syringe based on
technology licensed by the Company in 1999. The Company anticipates
manufacturing and marketing an extendible barrel sleeve product during 2001.

Difficult to Reuse Syringes

     To the Company's knowledge, only Bader & Partner Medizintechnik GmbH
("Bader"), a German machine tool maker, and Becton-Dickinson distribute
commercially a line of difficult to reuse syringes, none of which allow for
aspiration. Both companies developed their syringes for WHO and UNICEF
immunization programs.

Relative to difficult to reuse syringes manufactured by Bader and
Becton-Dickinson, the Company believes that its 1cc locking clip syringes are
more effective and that they are competitively priced. Unlike its competitors,
the Company markets a locking clip syringe with a 1cc barrel, which is ideal for
dispensing up to a .95cc dosage of medicine (e.g., allergy, immunization and
insulin medicines). It is more difficult to deliver dosages less than 1cc
accurately with a syringe barrel that is greater than 1cc. Also unlike its
competitors, the Company offers a lcc aspirating syringe that healthcare workers
can lock. Healthcare workers need aspirating syringes to mix medications in the
syringe barrel and inject medications intravenously. Furthermore, the Company
believes that aspirating syringes are preferred by diabetes patients and
needle-exchange programs.

Bader

     The Bader DestroJect syringe is a non-aspirating syringe developed for use
with WHO's and UNICEF's Expanded Program on Immunization ("EPI") manufactured
since 1992 by Bader. The DestroJect syringe, available in a 1.5 cc size,
delivers a .5cc dose, which is the dosage for many immunizations. To deliver a
dosage other than .5cc, the Company believes that Bader would have to modify
components of the DestroJect syringe.

Becton-Dickinson

     Designed in collaboration with UNICEF, the Becton-Dickinson UNIJECT is a
pre-filled or unit-dose syringe for immunization injections. The Company
believes that its 1cc locking clip syringe delivers medication more accurately
than the UNIJECT. Furthermore, the Company believes that its 1cc locking clip
syringe is easier to hold and inject medications with than the Becton-Dickinson
UNIJECT syringe.

     The Becton-Dickinson SOLOSHOT syringe is a non-aspirating syringe
specifically designed for the EPI. The SOLOSHOT syringe, available in a 3cc
size, delivers a .5cc dose, which is the dosage for many immunizations. To
deliver a dosage other than .5cc, the Company believes that Becton-Dickinson
would have to modify components of the SOLOSHOT syringe.

UNIVEC

     The Company has developed a 1cc locking clip syringe for aspirating and
non-aspirating applications, which is ideally suited for dispensing accurate
dosages of allergy, immunization and insulin medicines. The Company's 1cc
locking clip syringe can deliver dosages of up to .95cc. With the aspirating
syringe, the UNIVEC locking clip does not limit the user's ability to withdraw
and depress ("to aspirate") the plunger until the user locks the syringe
voluntarily. With the non-aspirating syringe, the UNIVEC locking clip limits the
user's ability to aspirate the plunger and locks the syringe passively.

     When the non-aspirating syringes are assembled, the syringe clip is placed
on the ratcheted plunger in the position needed to limit dosage as desired. When
the operator depresses the plunger, the clip travels down the barrel by an equal
distance. Withdrawal of the plunger by any amount embeds the prongs into the
barrel and the user cannot retract the plunger.

     The Company's 1cc non-aspirating syringe was developed for the needs of
immunization programs of EPI. Using existing components, the Company can limit
its non-aspirating syringe to any dosage between .05cc and .95cc.

<PAGE>


     The Company's 1cc aspirating syringe works similarly to the non-aspirating
model, except that the clip prongs do not engage the barrel until the operator
withdraws the plunger completely. Once the operator does so, the clip catches a
single ratchet and travels down the barrel as the plunger is depressed and the
operator cannot withdraw the plunger.

     The Company's 1cc aspirating syringe was developed for healthcare workers,
who need to mix medications in the syringe barrel and inject medicines
intravenously. Furthermore, the Company believes that aspirating syringes are
preferred by diabetes patients and needle-exchange programs. The Company does
not know of any other company that offers an aspirating syringe that can be
locked.

     The Company is developing larger size, aspirating and non-aspirating
syringes for sale to hospitals, health clinics, and relief agencies in 2001. In
general, hospitals and health clinics use more larger size syringes than 1cc
syringes. Hospitals and clinics will have the choice of a syringe barrel with or
without an extendible barrel sleeve.

     In October 1999, UNIVEC licensed rights to a United States patent for a
sliding sheath to function on all standard syringes. The company believes that
its licensed design for a safety syringe will compete successfully with the
other safety syringes on the market. This design can be used on barrels of
various sizes.

Sales, Marketing and Distribution

     The Company's marketing efforts have been directed primarily to
international relief agencies, including the International Red Cross, UNICEF,
the Japanese Official Development Assistance Program, and WHO, as well as to
public hospitals and health facilities in the United States. Pursuant to
programs of international relief agencies, the Company has shipped its lcc
locking clip syringe to over 72 countries. The Company also intends to market
its locking clip syringes to governments of developing countries, private
hospitals and health facilities in the United States, and distributors in the
United States. The Company also plans to license its patents and proprietary
manufacturing processes relating to its 1cc locking clip and other syringe
designs. To stimulate demand for its safety syringes, the Company plans to
initiate promotional and educational campaigns directed at (i) public health
officers and other government officials responsible for public health policies,
(ii) doctors and administrators of healthcare facilities responsible for
treatment of HIV-AIDS and hepatitis patients, and (iii) liability insurance
companies.

Production

     The Company's lcc locking syringes are being assembled by contract
manufacturers in both Portugal and Korea. The Portuguese manufacturer also molds
the Company's proprietary plungers. The Company owns stamping, assembly, and
molding equipment at the Portuguese manufacturer. The Company is the sole
customer of the Portuguese manufacturer.

     The Company also produces 1cc locking clip syringes at its Farmingdale, New
York production facility. In addition, the Company contracts with major domestic
manufacturers to produce its patented clip plunger assembly. These assemblies
can be shipped to standard syringe manufacturers around the world to produce
Auto-Destruct Syringes. Currently Univec is shipping to approximately six
syringe companies to produce their patented syringe.

     The Company's syringes consist of a standard needle, barrel, rubber
stopper, a ratcheted plunger designed by the Company, and a pronged stainless
steel locking clip designed by the Company. The locking clip and plunger can be
assembled, with minor modifications, into barrels manufactured by
Becton-Dickinson, Tyco, and other syringe manufacturers. A variety of domestic
and foreign manufacturers supply the components for the Company's lcc locking
clip syringe. The Company has obtained a patent on its stainless steel locking
clip, and has been granted a patent for the design of a plunger which, when
combined with the locking clip, results in a narrow barreled difficult to reuse,
locking syringe. The stainless steel for the locking clip and the plastic for
the syringe barrels and plungers is readily available from several sources. The
syringe barrels for some of the syringes sold by the Company have been
manufactured by the Portuguese contract manufacturer. The company has been
successful through other sources worldwide in purchasing barrels to increase the
overall production capacity. In addition, the Company continues to send clip
plunger assemblies produced in the U.S. to syringe manufacturers around the
world to also increase overall production. The Company continues to pursue
alternate sources of supply for components. Should there be a need for a certain
component from an alternate supplier, there can be no assurance that the Company
will be able to obtain it on acceptable terms, and there can be no assurance
that production of certain configurations of its lcc locking syringes will not
be delayed. Delays resulting from the selection of an alternate supplier to
produce certain components could have a materially adverse effect on the
Company's business.


<PAGE>

Competition

     The Company's principal competition is from traditional disposable
syringes. Becton-Dickinson, Tyco and Terumo control a total of approximately
90%, of the worldwide syringe market, and are substantially larger, more
established and have significantly greater financial, sales and marketing,
distribution, engineering, research and development and other resources than the
Company. To the Company's knowledge, only Becton-Dickinson and Bader, a German
machine tool manufacturer, distribute commercially a line of difficult to reuse
syringes, none of which allow for aspiration. The Bader DestroJect syringe and
the Becton-Dickinson SOLOSHOT and UNIJECT syringes were developed specifically
for WHO-UNICEF-EPI immunization programs. The Bader DestroJect syringe and the
Becton-Dickinson SOLOSHOT syringe were designed to dispense a dosage of .5cc
only, whereas the UNIVEC 1cc locking clip syringe was designed to dispense
dosages up to .95cc. The Company believes that UNIVEC syringes are more
effective than competitive difficult to reuse syringes and that they are
competitively priced. There can be no assurance that the major syringe
manufacturers or others will not commence production of 1cc difficult to reuse
syringes, or locking syringes which aspirate, or that the Company will be able
to successfully compete in this market.

Patents, Licenses and Proprietary Rights

     In 1995, the Company was granted a United States patent for a locking clip
device not biased against the plunger. The patent is broad enough to include
several applications of the design covering the first series of products to be
marketed by the Company. The Company was granted a United States patent for a
plunger design which, in conjunction with its patented locking clip, results in
a narrow barrel difficult to reuse syringe that allows for aspiration during
use.

     The Company also has filed patent applications for its locking clip and
aspirating plunger in certain foreign countries participating in the Patent
Cooperation Treaty (Canada, Brazil, Mexico, certain European countries, Japan,
South Korea, China, Russia and Australia). However, patent applications filed in
foreign countries and patents granted in such countries are subject to laws,
rules and procedures that differ from those in the United States, and
accordingly, patent protection in such countries may be different from patent
protection provided by United States laws.

     The Company has licensed the rights to a locking device patent to develop a
3cc locking syringe. The Company is obligated to make certain minimum annual
royalty payments in respect of the licensed rights to this locking device patent
and, to the extent the Company's products utilize the claims and designs of the
licensed patent, to pay royalties to the owner of the licensed patent ranging
from 2% to 6% of net sales (or in the case of products produced under
sublicenses granted to third parties, 25% to 40% of royalties received from
those parties). This invention has U.S. patent protection, but lacks foreign
patent protection. However, the Company has filed for patent protection in
certain European countries for this invention.

     The Company has registered trademarks UNIVEC(R), and Rx Ultra(R),Rx Plus,
The Univec Crest, and the symbol representing no second use, (i.e., the number 2
crossed out inside of a circle), with the United States Patent and Trademark
Office.

     In October 1999, the Company licensed rights to a United States patent to
develop a functional sliding shield and has the irrevocable option, exercisable
within three years to acquire an exclusive royalty bearing license.

     In July 2000, the Company received FDA approval of the sliding sheath
syringe and anticipates manufacturing and marketing this product during 2001.

     In August 2000, the Company entered into a licensing agreement providing
for the non-exclusive, worldwide use of the Company's patents for the
manufacturing, use and marketing of its auto-disable syringes through the period
any patents are still in effect, providing for royalties on sales and for the
sale of equipment necessary to manufacture the product.

Government Regulation

     The manufacture and distribution of medical devices are subject to
extensive regulation by the FDA in the United States, and in some instances, by
foreign and state regulatory authorities. Pursuant to the Federal Food, Drug,
and Cosmetic Act, as amended, and the regulations promulgated thereunder
(collectively, the "FDC Act"), the FDA regulates the clinical testing,
manufacture, labeling, sale, distribution and promotion of medical devices.
Before a new device can be introduced into the market, a manufacturer must
obtain FDA permission to market through either the 510(k) pre-market
notification process or the costlier, lengthier and less certain pre-market
approval ("PMA") application process. The FDA has granted the Company 510(k)

<PAGE>


and sell its 1cc locking clip syringe in the United States, subject to
compliance with other applicable FDA regulatory requirements. As a Class II
device, performance standards may be developed for the 1cc locking clip syringe
which the product would then be required to meet. Failure to meet standards for
effectiveness and safety could require the Company to discontinue the
manufacturing and/or marketing of the product in the United States. Furthermore,
manufacturers of medical devices are subject to recordkeeping requirements and
required to report adverse experiences relating to the use of the device. Device
manufacturers are also required to register their establishments and list their
devices with the FDA and with certain state agencies and are subject to periodic
inspections by the FDA and certain state agencies.

     Medical devices are subject to strict federal regulations regarding the
quality of manufacturing ("Good Manufacturing Practices" or "GMP"). GMP
regulations impose certain procedural and documentation requirements upon the
Company with respect to manufacturing and quality assurance activities. The FDA
conducts periodic audits and surveillance of the manufacturing, sterilizing and
packaging facilities of medical device manufacturers to determine compliance
with GMP requirements. These procedures may include a product recall of a
product or a "cease distribution" order which would require the manufacturer to
direct its distributors and sales agents to stop selling products, as well as
other enforcement sanctions. The Company's manufacturing facilities have not
been certified as satisfying GMP requirements. The Company's facilities will be
subject to extensive audits in the future, pursuant to standard FDA procedure.
No assurance can be given that when the Company is audited that it will be found
to be in compliance with GMP requirements, or that if it is not found in
compliance, what penalties, enforcement procedures or compliance effort will be
levied on or required of the Company. To date, the Company has not been audited
by the FDA. The FDA also has the authority to request repair, replacement or
refund of the cost of any device manufactured or distributed by the Company, and
the failure to meet standards for safety and effectiveness could require the
Company to discontinue marketing and/or manufacturing its product in the United
States.

     The introduction of the Company's products in foreign markets will also
subject the Company to foreign regulatory clearances which may impose additional
substantive costs and burdens. International sales of medical devices are
subject to the regulatory requirements of each country. The regulatory review
process varies from country to country. Many countries also impose product
standards, packaging requirements, labeling requirements and import restrictions
on devices. In addition, each country has its own tariff regulations, duties and
tax requirements. The Company's products are required to satisfy international
manufacturing standards for sale in certain foreign countries. The Company's
Portuguese contract manufacturer received final ISO 9002 Certification in March,
1999.

     Obtaining the ISO 9002 facilitates sales to certain export accounts,
particularly in Europe. Currently, sales to international relief agencies, the
Company's primary market, are not affected by ISO certification or other foreign
regulations other than those regulations which have been imposed by the
international relief agencies, with which the Company has been in compliance.


<PAGE>


     The approval by the FDA and foreign government authorities is unpredictable
and uncertain, and no assurance can be given that the necessary approvals or
clearances for the Company's products will be granted on a timely basis or at
all. Delays in receipt of, or a failure to receive, such approvals or
clearances, or the loss of any previously received approvals or clearances,
could have a materially adverse effect on the business, financial condition and
results of operations of the Company. Furthermore, approvals that have been or
may be granted are subject to continual review, and later discovery of
previously unknown problems may result in product labeling restrictions or
withdrawal of the product from the market. Moreover, changes in existing
requirements or adoption of new requirements or policies could adversely affect
the ability of the Company to comply with regulatory requirements. There can be
no assurance that the Company will not be required to incur significant costs to
comply with applicable laws and regulations in the future. Failure to comply
with applicable laws or regulatory requirements could have a materially adverse
effect on the Company's business, financial position and results of operations.

Research and Development

     For the years ended December 31, 2000 and 1999, the Company expended
approximately $78,885 and $126,000, respectively, on product development
expenses.

Employees

     As of March 19, 2001, the Company employed 7 persons, including two in
sales and marketing, one in research and development, two in financial
administration, and two in production. None of the Company's employees is
covered by a collective bargaining agreement.

Item 2. Description of Property.

     The Company occupies a manufacturing facility, administrative, and
executive office in Farmingdale, New York (comprised of approximately 10,000
square feet of space) pursuant to a lease that expires in September 2003. Rental
expense for the space is $71,499 per annum plus certain common charges and real
estate tax escalations, subject to an increase of 3% per annum in each
subsequent year.

Item 3. Legal Proceedings.

     On February 11, 1998, the Company commenced a lawsuit against Sherwood and
its former corporate parent, American Home Products Corporation, in the Supreme
Court of the State of New York, Nassau County (Index No 98-003963) seeking money
damages of $15,000,000,000, plus punitive damages, alleging fraud, fraudulent
inducement, prima facie tort, tortuous interference with contract, tortuous
interference with existing and prospective business relationships, breach of
fiduciary duty, breach of duty of good faith and fair dealing, breach of
confidentiality and misuse of confidential information.

     The action arises out of Sherwood's failure to produce components
satisfying the Company's tolerances. There can be no assurance that the Company
will obtain a significant monetary judgment, if any, against Sherwood, or that
the Company's prosecution of the lawsuit will not consume a significant amount
of the Company's limited management and monetary resources.

     In February 2000, a former consultant commenced an action against the
Company and its directors in the Supreme Court of the State of New York, County
of Nassau, alleging breach of contract and fiduciary duty, and is seeking
consulting fees in the amount of: (1) 250,000 shares of common stock, (2)
$192,000 and (3) costs of this action. The Company and counsel do not believe
the fees are due and will vigorously defend this action.

     In April 2000, the Company commenced a collection action against a former
consultant for the repayment of a loan of $35,000. The loan has been fully
reserved. The former consultant has contested the claim and filed a counterclaim
in the Circuit Court of the 15th Judicial Circuit, Palm Beach, Florida, General
Jurisdiction Division, for unpaid consulting fees of $400,000, plus interest,
costs and expenses. The Company believes the counterclaim is without merit, is
defending the matter and, together with counsel, does not believe the outcome of
this matter will have a material effect on the Company.

     In April 2000, a former landlord commenced an action against the Company in
the District Court of the County of Nassau, Fourth District, Hicksville Part,
for unpaid rent of $13,472, plus interest and costs. This matter has been
dismissed.

     In August 2000, an action was commenced in the U.S. District Court,
Southern District of New York by BMD Technology, LLC, against the Company
alleging patent infringement in connection with the Company's locking syringe.
The action sought a permanent injunction restraining the Company from infringing
the plaintiff's patent, damages, treble damages, attorney fees, and costs of the
action. In January 2001, this matter was voluntarily dismissed without
prejudice.


<PAGE>


Item 4  Submission of Matters to Vote of Security Holders.

     No Matters were submitted to a vote by the security holders in the fourth
quarter of 2000.

Item 5. Market for Common Equity and Related Stockholder Matters.

     (a)(1) From April 24, 1997, through July 1, 1999, the Company's Common
Stock and redeemable Common Stock Purchase Warrants ("Warrants") traded on the
Nasdaq SmallCap Market. Since July 2, 1999, the Company's common stock and
warrants have been quoted on the over-the-counter bulletin board under the
symbols "UNVC" and "UNVCW", respectively.

Set forth below are the high and low closing sale prices for the Common Stock
and Warrants on the Nasdaq SmallCap Market for each quarter through July 1,
1999, and on the over-the-counter bulletin board from and after July 2, 1999.

<TABLE>
<CAPTION>

                                                           Common Stock                  Warrants
                                                             ("UNVC")                    ("UNVCW")
                                                    --------------------------   -------------------------
                  Quarter Ended                         High           Low           High          Low
- -------------------------------------------------   ------------   -----------   -----------   -----------
<S>                                                 <C>            <C>           <C>           <C>
March 31, 1999                                      $  1.375       $ 0.687       $ 0.875       $ 0.375
June 30, 1999                                       $  1.312       $ 0.625       $ 0.625       $ 0.312
September 30, 1999                                  $  1.187       $ 0.187       $   0         $   0
December 31, 1999                                   $  0.625       $ 0.187       $   0         $   0
March 31, 2000                                      $  1.219       $ 0.313       $   0         $   0
June 30, 2000                                       $  1.000       $ 0.531       $   0         $   0
September 30, 2000                                  $  0.781       $ 0.391       $   0         $   0
December 31, 2000                                   $  0.563       $ 0.156       $   0         $   0


</TABLE>

     (2) As of December 31, 2000, there were 82 holders of record of the Common
Stock and there were over 766 beneficial owners of the Common Stock as of that
date.

     (3) During the fiscal year ended December 31, 2000, the Company sold
unregistered securities to a limited number of persons in transactions exempt
from the registration requirements of the Securities Act, as described below.
Except as indicated, there were no underwriters involved in the transactions,
and there were no underwriting discounts or commissions paid in connection
therewith. The purchasers of securities in each such transaction represented
their intention to acquire the securities for investment only and not with a
view to or for sale in connection with any distribution thereof and appropriate
legends were affixed to the certificates for the securities issued in such
transactions. All purchasers of securities in each such transaction had adequate
access to information about the Company, and in the case of transactions exempt
from registration under Section 4(2) of the Securities Act, were sophisticated
investors.

      In December 2000, the Company issued 110,000 shares of common stock at
$.2188, per share, and 70,000 options to purchase common stock, exercisable at
$.197, per share, through December 2003 to two consultants to provide financial
marketing services.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

   The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements, including the notes thereto,
appearing elsewhere in this report.


<PAGE>


Results of Operations

                  Condensed Consolidated Results of Operations

                                      2000             1999           Change
                                  -----------    -----------         ----------

Net Sales                            $ 3,078,151    $ 3,344,559         (8%)
Cost of Sales                          2,607,194      2,885,863        (10%)
                                     -----------    -----------

Gross Margin                             470,957        458,696          3%
Marketing Expense                        709,884        647,773         10%
Product Development                       78,885        125,535        (37%)
General and
  Administrative                       1,074,963        977,142         10%
Write off Accounts Payable                             (239,573)
Interest Expense, Net                    108,664        106,761          2%
                                     -----------    -----------
Operating Loss                       ($1,501,439)   ($1,158,942)        30%

Loss on Sale of Assets                  (794,244)
                                     -----------    -----------
Net Loss                             ($2,295,683)    (1,158,942)        98%
                                     ===========    ===========

   As illustrated in the table above, product sales for the year ended December
31, 2000 decreased by $266,408 (8%) as compared to the year ended December 31,
1999. Sales for the fourth quarter of 2000 were $940,206, which was 31% of the
total product sales for the year. Orders for sales totaling approximately
$280,000 were in house as of December 31, 2000 and shipped in the first quarter
of 2001. The primary focus of management's efforts during the fourth quarter of
2000 concentrated on the licensing agreements and sale of equipment. Product
sales consisted primarily of the 1cc locking clip syringe, a difficult-to-reuse
syringe. The majority of syringes were either produced in the Company's own
production facility in New York or by its Portuguese contract manufacturer. The
Company increased its production capacity during 2000 by increased utilization
of its contract manufacturer located in Korea to supply syringes for new orders
and existing contracts.

   Under a new contact with one customer, approximately $1,000,000 of additional
sales are expected to be shipped during the year 2001.

   As a result of the June 1999 licensing agreement and the FDA approval in July
2000 of the sliding sheath syringe designed to protect health care workers from
accidental needle stick injury, Univec anticipates manufacturing and marketing
this product during 2001. The FDA also approved the Company's two-piece syringe
in June 2000. The introduction of these new products is expected to increase
sales and broaden the Company's customer base, including a domestic market.

   In August 2000, the Company entered into a license agreement providing for
the non-exclusive, worldwide use of the Company's patents for the manufacture,
use and marketing of its auto-disable syringes through the period any patents
are still in effect, providing for royalties on sales. The Company will also
sell to the licensee certain equipment to manufacture these syringes for
$644,000, payable substantially all upon acceptance of the equipment. The
Company has warranted the equipment for one year from acceptance and is required
to provide continuing technical assistance throughout the license and
manufacturing periods. As of December 31, 2000, the Company has shipped and
received payment for equipment of approximately $67,000, and has outstanding
letters of credit of approximately $544,800. In addition, as of December 31,
2000, the Company has incurred costs of $104,544 and is committed for additional
costs of the equipment of approximately $41,000.

   As of March 22, 2001, the equipment has been inspected, delivered, and is
about to be installed. Upon installation, the Company will receive substantially
the entire purchase price and recognize the gain on the sale.

   Gross margin for the year ended December 31, 2000 increased by 3% as compared
to the year ending December 31, 1999. Gross margin for the year 2000 was just
greater than 15% as compared to just under 14% for 1999. During the fourth
quarter of 2000, gross margin was 17%, representing an increase over the prior
three quarters of 2000. This increase was achieved through increased utilization
of contract manufacturers for the production of syringes in combination with a
reduction in direct labor and production in the Farmingdale, New York location.
Gross margin on finished goods purchased from the Portuguese or Korean
manufacturer is significantly higher than at the Company's New York facility. As
the Company continues to increase sources of production at a more favorable
cost, gross margin will continue to improve.


<PAGE>



   Marketing costs in 2000 increased $62,111 (10%) from 1999. This increase is
due to, an increase in sales staff personnel to develop a domestic market for
both existing products and the new sliding sheath syringe and the two-piece
syringe. Marketing costs also included increases in travel expense necessary to
generate new sales contracts and markets and increases in sample products used
in marketing, offset in part by a decreases in printing and reproduction
expenses, automobile expense, and charitable contributions.

   Product development expense in 2000 decreased by $46,650 (37%) from 1999.
This decrease was from decreases in engineering consulting, drafting, and
research expenses, resulting primarily from management's decision to utilize its
resources for marketing and in developing alternative sources for product
production.

   General and administrative expenses in 2000 increased $97,821 (10%) from
1999. This increase is due primarily to increases in consulting and legal
expenses, and payroll, offset in part by decreases in insurance expense, and
securities maintenance expense.

   Interest expense for 2000 was approximately the same as 1999. For 1999,
approximately $57,000, was costs of seeking debt financing arrangements, of
which $17,500 was refunded to the Company during 2000. For 2000, approximately
$40,000 was for interest on the capitalized lease obligations.

   The net loss for 2000, exclusive of the loss on sale of assets, increased by
$102,924 (7%) as compared to 1999, exclusive of the write-off of accounts
payable. This increase was primarily the result of increases in marketing and
general and administrative expenses, offset in part by a decrease in product
development.

Liquidity and Capital Resources

   The Company's working capital deficit increased from $103,051 at December 31,
1999 to $833,940 at December 31, 2000, primarily resulting from decreases in
inventory and other current assets and increases in deposit and the other
liabilities.

   Net cash used in operating activities decreased by $159,213 from $443,744 to
$284,531 for the years ended December 31, 2000 and 1999, respectively, primarily
due to decreases in accounts receivable and inventory and the increase in
deposit payable, offset in part by the increase in due from factor.

   Net cash provided by investing activities increase primarily by the net
proceeds from the sale of equipment.

   Net cash provided by financing activities decreased by $675,173 from $507,811
to a use of $167,342 for the years ended December 31, 2000 and 1999, resulting
from the Company not receiving any financings in 2000.

   With the marketing and sale of new products and increased production of the
locking clip syringe, together with the proceeds from the sale of the equipment
and license royalties, the Company anticipates that operating activities will
generate a positive cash flow in the year 2001.

   In the future the Company may seek additional equity financing which will
dilute existing shareholders. The delisting of the Company's common stock from
the Nasdaq SmallCap Market may hamper the Company's ability to raise equity.


<PAGE>



Forward Looking Statements

   Except for the historical information contained herein, the matters discussed
in this report are forward-looking statements that involve risks and
uncertainties, including market acceptance of the Company's products, timely
development and acceptance of new products, impact of competitive products,
development of an effective organization, interruptions to production, and other
risks detailed from time to time in the Company's SEC reports and its Prospectus
dated April 24, 1997 (as supplemented by the Prospectus Supplement dated April
29, 1997) forming a part of its Registration Statement on Form SB-2 (File No.
333-20187), as amended, which was declared effective by the Commission on April
24, 1997.

Item 7. Financial Statements.

The financial statements follow Item 12 of this report.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

     The Company did not have any changes or disagreements with its independent
accountants on accounting or financial disclosures.

                                    Item III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.

Directors, Executive Officers and Key Employees

     The directors, executive officers and key employees of the Company are as
follows:

Name                 Age               Position
-------------------  ---     --------------------------------------
Alan Gold            54      Chief Executive Officer and a Director
Joel Schoenfeld      56      Chairman of the Board of Directors
                               President and a Director

Flora Schoenfeld     55      Treasurer and Secretary
John Frank           61      Director
Marla Manowitz       48      Chief Financial Officer
Richard Mintz        56      Director
Andrew Rosenberg     56      Director


Alan H. Gold, M.D., has been Chief Executive Officer of the Company since
November 30, 1999 and a Director of the Company since inception in August 1992.
Prior to November, 1999, Dr. Gold served as President of the Company since July
1996, and as Chairman of the Board of Directors since March 18, 1999. Dr. Gold
has been a plastic surgeon since 1972, and is currently in private practice. Dr.
Gold is a medical advisor to the UNDP.

     Joel Schoenfeld, the founder of the Company, had been Chief Executive
Officer of the Company from its inception in August 1992 until November 30,
1999, and also served as Chairman of the Board of Directors until Dr. Alan
Gold's election to the position on March 18, 1999. Since November, 1999, Mr.
Schoenfeld has again served as Chairman of the Board of Directors. Mr.
Schoenfeld was the founder and President of J&B Schoenfeld, a global trading
company whose main focus was on the import, export and processing of pelts and
hides, specializing in trade with the USSR and Europe.

     In 1988, Mr. Schoenfeld formed the American-Russian International Trading
Company ("AMRU"), which advised on trade agreements between the USSR and United
States. AMRU's broad base of interest and expertise enabled it to take on such
diverse projects as a joint venture with the Soviet government and military
known as AMRU-STAR, the representation of the Soviet Space Agency to Washington,
D.C., the introduction of western advertising to the USSR in conjunction with
another American company, Transportation Displays, Inc. ("TDI"), and the
construction of a studio producing children's films for international
distribution.

     As a result of the political changes in the former USSR, Mr. Schoenfeld
sought to further his business strategies. In 1990, he founded Joel Schoenfeld &
Associates in Garden City, New York. With affiliate offices in Moscow, San Jose,
London, and Boston, the company's purpose was to originate, structure,
capitalize, negotiate and advise on the implementation of import and export
trade transactions, projects and programs.


<PAGE>


     Mr. Schoenfeld has been a commercial attache and a consultant to a number
of foreign and multinational governments. Recently, Mr. Schoenfeld was an
advisor to United Nations Development Programs ("UNDP"). Previously, he served
as:

   o Senior Advisor to the Costa Rican Ambassador to the United Nations

   o Senior Advisor and Coordinator, Chief of Staff to the Chairman of the
     Committee of States Parties to the International Covenant on Civil and
     Political Rights to the United Nations

   o Senior Economic and Trade Advisor to the United Nations Commission on
     Transnational Corporations

     Mr. Schoenfeld was named in February, 1999 in a Federal Grand Jury
Indictment filed in the United States District Court for the Southern District
of Ohio, Western Division. The indictment alleges that Mr. Schoenfeld engaged in
certain activities in connection with a commercial transaction in 1991. In
February 2001, a motion to dismiss was filed and Mr. Schoenfeld believes the
court will dismiss the matter. In November, 1999, Mr. Schoenfeld resigned as
Chief Executive Officer and was elected to the position of Chairman of the Board
of Directors. Mr. Schoenfeld continues as an employee of the Company.

     Marla Manowitz, an independent certified public accountant, was appointed
Chief Financial Officer of the Company on March 18, 1999, a director on April
30, 1999 and served as head of the Company's internal accounting department
since March, 1998. Prior thereto for more than the past five years she was
principally engaged as an accountant in her own private practice.

     Flora Schoenfeld has been Treasurer and Secretary of the Company since its
inception in August 1992. Since March 1992, she also has been Treasurer and
Secretary of Joel Schoenfeld & Associates. From 1980 to 1992, she was Treasurer
and Secretary of J & B Schoenfeld, Inc. Flora Schoenfeld is the wife of Joel
Schoenfeld.

     John Frank has been a consultant to the Company in the areas of corporate
development and strategic planning since its inception in August 1992. Mr. Frank
has been Vice President, Strategy and Corporate Development of The Hartford
Steam Boiler Inspection and Insurance Co. since February, 2000 and served as
Chief Information Officer from August, 1996 through February, 2000.

     From October 1994 to August 1996, he was Special Projects Manager for
Electronic Data Systems Corporation. From August 1993 to September 1994, he was
the chief auditor of Travelers Insurance Companies. From September 1991 to July
1993, he was a principal of Lipera Frank Inc., of which he was a co-founder.
From January 1982 to September 1991, Mr. Frank was a partner of Coopers &
Lybrand, where he managed strategic planning and financial management
engagements for Fortune 500 clients. Mr. Frank is a CPA.

     Richard Mintz has been a director of the Company since March 18, 1999.
Mr. Mintz is also President of Peristaltic Technologies, Inc., a manufacturer of
medical infusion pumps and plastic disposable catheters, and Vice President and
General Manager of A.K. Allen & Co., Inc./Allen Avionics, Inc., a manufacturer
of electronic components and fluid power products, positions he has held for
more than the past five years.

     Dr. Andrew Rosenberg has been a director of the Board of Directors since
November 30, 1999.  Dr. Rosenberg serves as Chairman of the Department of
Anesthesiology, Hospital for Joint Diseases, Orthopadic Institute
and has acted as a consultant to the Company since 1998.

     All directors hold office until the annual meeting of stockholders of the
Company following their election or until their successors are duly elected and
qualified. Officers are appointed by the Board of Directors and serve at its
discretion.


<PAGE>


Meetings of the Board of Directors and Information Regarding Committees

     The Board of Directors has one standing committee, an Audit committee. The
Audit Committee is composed of Dr. Gold and Mr. Frank. The duties of the Audit
committee include recommending the engagement of independent auditors, reviewing
and considering actions of management in matters relating to audit functions,
reviewing with independent auditors the scope and results of its audit
engagement, reviewing reports from various regulatory authorities, reviewing the
system of internal controls and procedures of the company, and reviewing the
effectiveness of procedures intended to prevent violations of law and
regulations. The Audit committee held two meetings in 2000.

     The Board of Directors held five meetings in 2000, which include special
telephonic meetings as well as Unanimous Written Consent. All Directors attended
at least 75% of the total number of Board meetings and meetings of committees on
which they served during the period they served thereon during 2000.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers, Directors and persons who own more than ten percent of a registered
class of the Company's equity securities within specified time periods to file
certain reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "Commission"). Officers, Directors and ten percent
stockholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms they file. Based solely on a review of copies of such
reports received by the Company and written representations from such persons
concerning the necessity to file such reports, the Company is not aware of any
failures to file reports or report transactions in a timely manner during the
fiscal year ended December 31, 2000.

Item 10. Executive Compensation.

     The following table sets forth the compensation awarded to, earned by or
paid to the Company's Chief Executive Officer and each other executive officer
of the Company whose salary and bonus for the year ended December 31, 2000
exceeded $100,000.


<TABLE>
<CAPTION>

                                Annual Compensation          Long-Term Compensation
                      -----------------------------------   -----------------------
                                                   Other Annual     Securities
Name and Principal Position    Year    Salary      Compensation   Underlying Options
------------------------------------------------------------------------------------
<S>                            <C>     <C>         <C>           <C>
Joel Schoenfeld, Chairman      2000   $  254,507(1)              2,430,000 (2)
Joel Schoenfeld                1999   $  221,150(1)
</TABLE>

(1) The Company accrues compensation expense for Joel Schoenfeld at a rate of
    $211,200 per annum, plus benefits, which include a car allowance
    (approximately $7,193 in 2000 and $7,900 in 1999) and life/disability/health
    and car insurance (approximately $43,307 in 2000 and $21,250 in 1999).

(2) Represents the following stock options: (a) options expiring February 13,
    2003 to purchase 2,130,000 shares at an exercise price of $.59, per share,
    and (b) options expiring June 13, 2003 to purchase 300,000 shares at an
    exercise price of $.675, per share. "Management - Stock Option Plan."

Employment Agreement

     Joel Schoenfeld serves as Chairman of the Board of Directors and as an
employee of the Company pursuant to an employment agreement which expires on
March 28, 2003. The agreement provides Mr. Schoenfeld with a salary of $192,000
per annum plus annual increases of 10%, per annum, and life, disability and
health insurance benefits. The Company also has agreed to reimburse Mr.
Schoenfeld for automobile lease payments under his existing vehicle lease, or
alternatively, to provide him with an automobile allowance of $10,800 per annum,
and at the expiration of the vehicle lease, to pay him the fair market value of
the vehicle if he elects to exercise the option to purchase the vehicle pursuant
to the lease. The agreement contains a non-competition covenant that prohibits
him, directly or indirectly, from engaging in a competitive business (as
defined) for a period of twelve months following the termination of his
employment. The foregoing restriction does not apply if the Company does not
offer to extend or renew his employment following the expiration of his
employment agreement on terms not less favorable to him than those set forth in
his employment agreement.

Stock Options

     The following table contains information concerning the grant of stock
options to Joel Schoenfeld ( the "Named Executive Officers") during the fiscal
year ended December 31, 2000.

<PAGE>

<TABLE>
<CAPTION>

                     Number of Shares       Percent of Total Options
                     Underlying Options     Granted to Employees in     Exercise Price    Expiration
Name                       Granted                Fiscal Year              Per Share        Date
----------------------------------------------------------------------------------------------------
<S>                 <C>                    <C>                         <C>                <C>
Joel Schoenfeld            2,130,000                  64%                  $.590      Feb. 12, 2003
                             300,000                  09%                  $.675      June 13, 2003

</TABLE>

The following table summarizes for each of the Named Executive Officers the
total number of unexercised options, if any, held at December 31, 2000, and the
aggregate dollar value of in-the-money, unexercised options, held at December
31, 2000. The value of the unexercised, in-the-money options at December 31,
2000, is the difference between their exercise or base price and the fair market
value of the underlying Common Stock on December 31, 2000. The closing bid price
of the Common Stock on December 31, 2000 was $.1562.

               AGGREGATED OPTION EXERCISES -- JANUARY 1, 2000 --
             DECEMBER 31, 2000 AND DECEMBER 31, 2000 OPTION VALUES


<TABLE>
<CAPTION>

                                                                                         Value of Unexercised
                       Shares Acquired Upon            Number of Securities                  In-The-Money
                        Exercise of Options           Underlying Unexercised                  Options at
                        During Fiscal 2000         Options at December 31, 2000           December 31, 2000
                    ---------------------------   -------------------------------   ----------------------------
Name                 Number     Value Realized     Exercisable     Unexercisable     Exercisable   Unexercisable
-----------------   --------   ----------------   -------------   ---------------   ------------- --------------
<S>                 <C>        <C>                <C>             <C>               <C>             <C>
Joel Schoenfeld     416,666       $50,000           6,458,858          None          $  53,716         None
None

</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information concerning the
beneficial ownership of the Common Stock as of February 26, 2001 by (i) each
stockholder known by the Company to be a beneficial owner of more than five
percent of the outstanding Common Stock, (ii) each director of the Company and
each Named Executive Officer and (iii) all directors and officers as a group.

<TABLE>
<CAPTION>

                                                          Amount and             Percentage of Common
                                                     Nature of Beneficial         Stock Beneficially
                      Name                               Ownership(1)                 Owned (2)
------------------------------------------------  ----------------------------  -----------------------
<S>                                              <C>                           <C>
Joel and Flora Schoenfeld(3) ..................            7,526,612(4)(5)              56.76% (6)
Alan H. Gold, M.D.(3) .........................            1,709,888(4)(7)              22.15% (8)
John Frank(9) .................................            1,849,375(10)                24.30% (11)
Marla Manowitz(12).............................              160,600(13)                 2.46%
Richard Mintz(14)..............................              118,000(15)                 1.84%
Andrew Rosenberg(16)...........................              114,000(17)                 1.77%
All directors and executive officers as a group
 (7 persons) ..................................           11,478,475(18)(19)            71.17% (20)
</TABLE>


<PAGE>



* Less than 1%

(1)   Unless otherwise indicated, each person has sole investment and voting
      power with respect to the shares indicated, subject to community property
      laws, where applicable. For purposes of computing the percentage of
      outstanding shares held by each person or group of persons named above as
      of February 26, 2001, any security which such person or group of persons
      has the right to acquire within 60 days after such date is deemed to be
      outstanding for the purpose of computing the percentage ownership for such
      person or persons, but is not deemed to be outstanding for the purpose of
      computing the percentage ownership of any other person.

(2)   Except as otherwise stated, calculated on the basis of 6,365,746 shares of
      Common Stock issued and outstanding on February 26, 2001.

(3)   Address is c/o the Company, 22 Dubon Court, Farmingdale, New York
      11735.

(4)   All of the shares owned by Dr. Gold have been pledged to secure certain
      indebtedness to Joel Schoenfeld. Dr. Gold retains voting and dispositive
      power with respect to the pledged shares until the occurrence of a default
      in the payment of the indebtedness secured by the pledged shares.
      Accordingly, the pledged shares have been included in the number of shares
      beneficially owned by Dr. Gold and excluded from the number of shares
      beneficially owned by Mr. Schoenfeld.

(5)   Includes 6,458,858 shares upon exercise of presently exercisable options,
      432,885 shares issuable upon conversion of Series A Preferred Stock, and
      4,000 shares issuable upon exercise of the Company's Redeemable Common
      Stock Purchase Warrants

(6)   Calculated on the basis of 13,261,489 of Common Stock issued and
      outstanding.

(7)   Includes 1,325,000 shares upon exercise of presently exercisable options
      and 27,555 shares issuable upon conversion of Series A Preferred Stock.

(8)   Calculated on the basis of 7,718,301 shares of Common Stock issued and
      outstanding.

(9)   Address is c/o The Hartford Steam Boiler Insurance & Inspection Co., P.O.
      Box 5204, One State Street, Hartford, Connecticut 06102-5024.

(10)  Includes 1,078,236 shares issuable upon exercise of options, and 166,000
      shares issuable upon exercise of the Company's Redeemable Common Stock
      Purchase Warrants.

(11)  Calculated on the basis of 7,609,982 shares of Common Stock issued and
      outstanding.

(12)  Address is c/o the Company, 22 Dubon Court, Farmingdale, NY  11735.

(13)  Includes 150,000 shares upon exercise of presently exercisable options.

(14)  Address is c/o Sonic Industries, Inc., 225 Henrietta Avenue, Oceanside,
      New York 11572.

(15)  Includes 50,000 shares upon exercise of presently exercisable options.

(16)  Address is c/o the Company, 22 Dubon Court, Farmingdale, NY  11735.

(17)  Includes 70,000 shares upon exercise of presently exercisable options.

(18)  For purposes of this calculation, shares of Common Stock beneficially
      owned by more than one person have only been included once.

(19)  Includes 11,478,475, shares issuable upon exercise of presently
      exercisable options. See footnotes (5)(7)(10)(13)(15) and (17).

(20)  Calculated on the basis of 16,128,280 shares of Common Stock issued and
      outstanding.

     In connection with agreements granting Terumo Europe N.V. a non-exclusive
license to manufacture and market the Company's auto-disable syringes and
providing for the sale by the Company to Terumo of equipment to manufacture the
syringes, the Company has agreed that Terumo will have a right of first refusal
if the Company or its controlling stockholder intend to sell a controlling
interest in the Company. Terumo's first refusal right could discourage hostile
or other third party offers to acquire all or a controlling interest in the
Company.

Item 12. Certain Relationships and Related Transactions

     In November 1999, Joel Schoenfeld, the former Chief Executive Officer of
the Company and current Chairman of the Board of Directors, and Flora
Schoenfeld, Treasurer/ Secretary, were granted the right to convert $204,063 and
$24,000, respectively, in accrued payroll due to them to common stock of the
Company at $.12 per share. In addition, Mr. John Frank, Director, converted a
loan of $25,000 due to him by the Company, plus interest and some expenses to
223,600 options to purchase common stock of the Company at $.12 per share which
were exercised on January 28, 2000. On January 29, 2000, Mr. Schoenfeld
exercised $50,000 in options due to him in exchange for 416,666 shares of Common
Stock. Of the 416,000 common shares, 250,000 shares were sold to Mr. John Frank,
in March, 2000 at a value of $30,000.


<PAGE>


Item l3. Exhibits and Reports on Form 8-K.

     (a) Exhibits

<TABLE>
<CAPTION>

Exhibit       Description
---------     -------------
<S>           <C>
3.1(2)        Restated Certificate of Incorporation of the Registrant, as amended.
3.2(1)        By-laws of the Registrant, as amended.
4.1(1)        Agreement and Plan of Merger dated as of October 7, 1996 between the Registrant and UNIVEC, Inc., a New York
              corporation.
4.3(1)        Form of Warrant Agreement between the Registrant and the underwriters of the Registrant's initial public offering.
4.4(1)        Specimen common stock Certificate.
4.5(1)        Specimen Warrant Certificate (included as Exhibit A to Exhibit 4.3 herein).
4.6(1)        Registration Rights Agreement among the Registrant and the holders of bridge warrants.
4.7(3)        Certificate of Designation of Series B Preferred Stock.
4.8(4)        Certificate of Amendment of Certificate of Designation of Series B Preferred Stock.
4.9(3)        Form of Warrant Agreement dated July 27, 1998, between Company and selling securityholder.
4.10(4)       Form of Amended and Restated Warrant Agreement, amending and restating the Warrant Agreement dated July 27, 1998,
              between the Company and the selling securityholder.
4.11(3)       Registration Rights Agreement dated July 27, 1998, between Company and selling securityholder.
4.12(4)       Registration Rights Agreement, dated February 8, 1999, between the Company and the selling securityholder.
4.13(4)       Certificate of Designation of Series C Preferred Stock.
4.14(4)       Form of Warrant Agreement dated February 8, 1999, between the Company and selling securityholder.
10.1(1)       Amended 1996 Stock Option Plan of the Registrant.
10.2(5)       1998 Stock Option Plan of the Registrant.
10.3(6)       2000 Stock Option Plan of the Registrant.
10.4(5)       Employment Agreement dated as of September 4, 1998 between the Registrant and Joel Schoenfeld.
10.5(7)*      Patent License Agreement dated August 16, 2000, by and between the Company and Terumo Europe N.V.
10.6(7)*      Manufacturing Agreement dated August 16, 2000, by and between the Company and Terumo Europe N.V.
10.7(7)*      Equipment Purchase Agreement dated August 16, 2000, by and between the Company and Terumo Europe N.V.
23.1(7)       Consent of Most, Horowitz & Company, LLP, as Independent Accountants.
</TABLE>

-----------------------
(1)      Incorporated by reference from the Registrant's Registration Statement
         on Form SB-2 (File No. 333-20187) declared effective on April 24, 1997.

(2)      Incorporated by reference from the Registrants Periodic Quarterly
         Report on Form 10-QSB for the fiscal quarter ended September 30, 2000.

(3)      Incorporated by reference from the Registrant's Registration Statement
         on Form S-3 (File No. 333-62261) declared effective on December 11,
         1999.

(4)      Incorporated by reference from Amendment No. 2 to the Registrant's
         Registration Statement on Form S-3 (File No. 333-74199).

(5)      Incorporated by reference to the Registrant's Annual Report on Form
         10-KSB for the year ended December 31, 1998 (File No. 0-22413).

(6)      Incorporated by reference from the Registrant's Post- Effective
         Amendment No. 1 on Form S-2 to Form S-3 (File No. 333-74199) declared
         effective on January 26, 2001.

(7)      Filed herewith.

* CONFIDENTIAL TREATMENT OF PORTIONS OF THIS EXHIBIT HAS BEEN REQUESTED BY THE
  REGISTRANT.

 (b) Reports on Form 8-K.

There were no reports filed on Form 8-K.


<PAGE>


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Amendment No. 1 to its Annual Report on
Form 10-KSB for the year ended December 31, 2000, to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated:  as Amended October 30, 2001


                                        UNIVEC, INC.



                                        By: s/ Alan Gold
                                            --------------------------------
                                            Alan Gold
                                            Chief Executive Officer
                                            (Principal Executive Officer)

     In accordance with the Securities Exchange Act of 1934, this Amendment has
been signed below by the following persons on behalf of the Registrant on March
30, 2001 in the capacities indicated.

<TABLE>
<CAPTION>

       Signatures                          Title                                           Date
       ---------                           -------                                        ------
<S>                                    <C>                                              <C>
/s/ Alan Gold                          Chief Executive Officer and a Director           October 30, 2001
------------------------               (Principal Executive Officer)
Alan Gold, M.D.

/s/ Marla Manowitz                     Chief Financial Officer
------------------------               (Principal Financial and Accounting Officer)     October 30, 2001
Marla Manowitz

/s/ Joel Schoenfeld                     Chairman and a Director                         October 30, 2001
------------------------
Joel Schoenfeld.

/s/ John Frank                          Director                                        October 30, 2001
------------------------
John Frank

/s/ Richard Mintz                       Director                                        October 30, 2001
------------------------
Richard Mintz

/s/ Andrew Rosenberg                    Director                                        October 30, 2001
------------------------
Andrew Rosenberg, M.D.

</TABLE>


<PAGE>




                         UNIVEC, INC. AND SUBSIDIARY
                       CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2000 AND FOR THE TWO YEARS THEN ENDED

                   Index to Consolidated Financial Statements

                                                                    Page
                                                                 ----------
Report of Independent Accountants     .......................       F--2
Consolidated Balance Sheet  -  December 31, 2000                    F--3
Consolidated Statements of Operations -  years ended
 December 31, 2000 and 1999 .................................       F--4
Consolidated Statements of Stockholders' Equity - years
 ended December 31, 2000 and 1999 ...........................       F--5
Consolidated Statements of Cash Flows - years ended
 December 31, 2000 and 1999 .................................       F--6
Notes to Consolidated Financial Statements ..................   F--7 to F--15


                                       F-1


<PAGE>



Report of Independent Accountants

To the Board of Directors and Stockholders of Univec, Inc.:

We have audited the accompanying consolidated balance sheet of Univec, Inc. and
Subsidiary as of December 31, 2000 and the related consolidated statements of
operations, stockholders' equity and cash flows for the two years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Univec,
Inc. and Subsidiary as of December 31, 2000 and the consolidated results of
their operations and their consolidated cash flows for the two years then ended
in conformity with U.S. generally accepted accounting principles.

New York, New York                  /s/ Most Horowitz & Company, LLP
March 22, 2001                          -------------------------------
                                        Most Horowitz & Company, LLP




                                       F-2


<PAGE>


                           Univec, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                December 31, 2000


ASSETS:

Cash ..........................................................  $    28,177
Accounts receivable ...........................................      258,719
Due from factor ...............................................      211,535
Inventory .....................................................      474,936
Equipment for sale ............................................      104,544
Other current assets ..........................................       54,206
                                                                 -----------
 Total current assets .........................................    1,132,117

Fixed assets, net .............................................    1,445,887
Other assets ..................................................       41,140
                                                                 -----------
 Total assets .................................................  $ 2,619,144
                                                                 ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses .........................  $ 1,153,744
Deferred payroll-officers .....................................      318,392
Current portion of capitalized lease obligation ...............      130,306
Loans payable-current .........................................      203,615
Deposit payable ...............................................      160,000
                                                                 -----------
 Total current liabilities ....................................    1,966,057

Capitalized lease obligation ..................................      248,726
Loans payable .................................................      237,352
                                                                 -----------
 Total Liabilities ............................................    2,452,135
                                                                 -----------
Commitments and contingencies (Notes 2, 3,8, 11, and 12)

Stockholders' equity (Note 9):
 Preferred stock $.001 par value; 4,995,500 shares authorized;
   none issued and outstanding
 Series A 8% Cumulative convertible preferred stock,-$.001 par
   value; authorized:  2,500 shares;  issued and outstanding:
   2072 shares (aggregate liquidation value:  $2,594,660) .....            2
 Series B 5% cumulative convertible preferred stock- $.001 par
   value;  authorized: 1,000 shares; issued and outstanding:
   227 shares (aggregate liquidation value: $294,267)..........            1
 Series C 5% cumulative convertible preferred stock - $.001 par
   value;  authorized:  1000 shares, issued and
   outstanding: 250 shares (aggregate liquidation value
   $273,681) ..................................................            1
 Common stock $.001 par value;  authorized:  75,000,000 shares;
   issued and outstanding:  6,365,746 shares ..................        6,366
 Additional paid-in capital ...................................    7,605,114
 Accumulated deficit ..........................................   (7,444,475)
                                                                 -----------
 Total stockholders' equity ...................................      167,009
                                                                 -----------
 Total liabilities and stockholders' equity ...................  $ 2,619,144
                                                                 ===========


The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-3


<PAGE>


                           Univec, Inc. and Subsidiary
                      Consolidated Statements of Operations
                     Years ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                          2000          1999
                                                      -----------   -----------
<S>                                                   <C>           <C>
Revenues:
 Product sales                                        $ 3,078,151   $ 3,344,559
                                                      -----------   -----------
Expenses:
 Cost of product sales                                  2,607,194     2,885,863
 Marketing                                                709,884       647,773
 Product development                                       78,885       125,535
 General and administrative                             1,074,963       977,142
 Write-off of accounts payable                           (239,573)
 Interest expense, net                                    108,664       106,761
                                                      -----------   -----------
   Total expenses                                       4,579,590     4,503,501
                                                      -----------   -----------
   Operating loss                                      (1,501,439)   (1,158,942)

 Loss on sale of equipment                               (794,244)
                                                      -----------   -----------
   Net loss                                            (2,295,683)   (1,158,942)

Dividends attributable to preferred stock                (198,020)     (209,145)
Dividends attributable to preferred stock resulting
 from discount from beneficial conversion feature         (18,206)
                                                      -----------   -----------
   Loss attributable to common stockholders           $(2,493,703)  $(1,386,293)
                                                      ===========   ===========

Share information :
 Basic and diluted loss per share
   Net loss per share                                 $      (.45)  $      (.37)
                                                      ===========   ===========
   Weighted average number of
    common shares outstanding                           5,492,171     3,776,517
                                                      ===========   ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-4


<PAGE>
                           Univec, Inc. and Subsidiary
                 Consolidated Statement of Stockholders' Equity
                     Years ended December 31, 2000 and 1999
<TABLE>
<CAPTION>
                                    Series A Preferred   Series B Preferred   Series C Preferred   Common Stock
                                    ------------------   -----------------   -----------------   --------------
                                     Shares   Amount     Shares  Amount        Shares  Amount  Shares     Amount
                                     ---------------     --------------
<S>                                  <C>      <C>        <C>   <C>             <C>     <C>     <C>        <C>
Balance, January 1, 1999             2,072    $    2     720   $  1                            3,454,268  $3,455

Sale of Series C Preferred stock                                               250     $ 1
Common stock issued:
  Consulting fees                                                                                344,444     344
  Conversion of Series B
   preferred stock                                      (108)                                    249,941     250
  Acquisition of license option
   (Note 8)                                                                                       10,000      10
Net loss
                                     -----    ------     ---   ----            ---     ---     ---------  ------
Balance, December 31, 1999           2,072         2     612      1            250       1     4,058,653   4,059

Issuance of stock options Common
  Stock issued:

  Consulting fees and compensation                                                               566,680     567
  Conversion of Series B Preferred
    stock                                               (385)                                  1,020,147   1,020
  Exercise of options                                                                             80,000      80
  Conversion of loan
    payable by director                                                                          223,600     224
  Conversion of accrued payroll
    by Officer                                                                                   416,666     416
Net Loss
                                     -----    ------     ---   ----            ---     ---     ---------  ------
Balance, December 31, 2000           2,072    $    2     227   $  1            250     $ 1     6,365,746  $6,366
                                     =====    ======     ===   ====            ===     ===     =========  ======
</TABLE>
<TABLE>
<CAPTION>
                                           Additional                             Total
                                            Paid-in         Accumulated      Stockholders'
                                            Capital           Deficit            Equity
                                       --------------      ------------      --------------
<S>                                    <C>                 <C>               <C>
Balance, January 1, 1999               $   6,773,939       $ (3,989,850)       $  2,787,547

Sale of Series C Preferred Stock             209,989                                209,990
Common stock issued:
  Consulting fees                            134,656                                135,000
  Conversion of Series B
    preferred Stock                             (250)
  Acquisition of license                      11,240                                 11,250
Net loss                                                     (1,158,942)         (1,158,942)
                                        -------------        -----------         -----------
Balance, December 31, 1999                 7,129,574         (5,148,792)          1,984,845

Issuance of stock options                     82,406                                 82,406
Common stock issued:
  Consulting fees and compensation           306,042                                306,609
  Conversion of Series B Preferred
   stock                                      (1,020)
  Exercise of options                         11,920                                 12,000
  Conversion of loan payable by Officer       26,608                                 26,832
  Conversion of accrued payroll               49,584                                 50,000
Net loss ............................                       (2,295,683)          (2,295,683)
                                       -------------       -------------     ----------------
Balance, December 31, 2000 ...........   $ 7,605,114     $  (7,444,475)        $    167,009
                                       =============       ============       ===============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-5
<PAGE>


                                Univec, Inc. and Subsidiary
                           Consolidated Statements of Cash Flows
                          Years ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                                                                 2000          1999
                                                                                            ------------  ----------------
<S>                                                                                         <C>           <C>
 Cash flows from operating activities:
 Net loss ................................................................................  $(2,295,683)  $(1,158,942)
 Adjustments to reconcile net loss to net cash used in operating
   activities:
   Loss on sale of equipment .............................................................      794,244
   Issuance of shares and options for services ...........................................      358,314       135,000
   Depreciation ..........................................................................      284,233       288,568
   Write-off of accounts payable .........................................................                   (239,573)
Increase (decrease) in cash from:
   Accounts receivable ...................................................................      377,937      (452,790)
   Due from factor .......................................................................     (211,535)
   Inventory .............................................................................      157,966       456,435
   Equipment for sale ....................................................................     (104,544)
   Other current assets and other assets .................................................       52,232      (135,325)
   Accounts payable and accrued expenses .................................................       59,777       427,019
   Deferred payroll-officers .............................................................       82,528       235,864
   Deposit payable .......................................................................      160,000
                                                                                            -----------   -----------
      Net cash used in operating activities ..............................................     (284,531)     (443,744)
                                                                                            -----------   -----------
Cash flows from investing activities:
 Proceeds from sale of equipment (net of cash expenses of $74,223) .......................      360,777
 Purchase of fixed assets (net of capital lease obligations
   of $435,000 in 2000) ..................................................................      (10,367)      (65,608)
                                                                                            -----------   -----------
      Net cash provided by (used in) investing activities ................................      350,410       (65,608)
                                                                                            -----------   -----------

Cash flows from financing activities:
   Payments of loans payable .............................................................     (107,683)     (189,377)
   Payments of capital lease obligations .................................................      (59,659)      (40,309)
   Proceeds from loans payable ...........................................................                    527,507
   Proceeds from sale of preferred stock, net of expenses ................................                    209,990
                                                                                            -----------   -----------
      Net cash (used in) provided by financing activities .......................              (167,342)      507,811
                                                                                            -----------   -----------
      Net decrease in cash ...............................................................     (101,463)       (1,541)
Cash, beginning of period ................................................................      129,640       131,181
                                                                                            -----------   -----------
Cash, end of period ......................................................................  $    28,177   $   129,640
                                                                                            ===========   ===========

Supplemental disclosure of cash flow information:
   Cash paid for interest ................................................................  $   114,742   $    16,235

Supplemental disclosures of noncash activity:
   Common stock and warrants issued for loans payable, accrued payroll
      and expenses for the sale of equipment .............................................  $   119,533
   Accounts payable converted to loan payable ............................................                $   249,352
   Common stock issued for license options ...............................................                $    11,250

</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-6


<PAGE>


                           Univec, Inc. and Subsidiary

                  Notes to Consolidated Financial Statements

1. Nature of Operations

   Univec, Inc. (Company) produces, licenses and markets medical products,
primarily syringes, and resells medical devices on a global basis.

2.  Significant Accounting Policies

    Basis of Presentation

    The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, Rx Ultra, Inc. All material intercompany
balances and transactions have been eliminated.

Inventory

    Inventory is valued at the lower of cost, determined by the first-in,
first-out method, or market.

    Fixed Assets

    Fixed assets are stated at cost less accumulated depreciation. Fixed assets
are depreciated on a straight-line basis over the estimated useful lives of the
asset. Leasehold improvements are amortized over the life of the improvement or
the term of the lease, whichever is shorter. Maintenance and repairs are charged
to expense as incurred; renewals and improvements which extend the life of
assets are capitalized. Upon retirement or disposal, the asset cost and related
accumulated depreciation and amortization are eliminated from the respective
accounts and the resulting gain or loss, if any, is included in the results of
operations.

    Patent Rights and Royalties

    Patent rights acquired were capitalized and amortized on a straight line
basis over an estimated useful life of seven years. Royalties based on future
revenues will be charged to operations when and if they are incurred.

    Product Development

    Research and development costs are expensed as incurred.

    Income Taxes

    Deferred income taxes have been provided for temporary differences between
consolidated financial statement and income tax reporting.

    Loss per Share

    Net loss per common share was computed based on the weighted average number
of common shares outstanding during the year.

    Product Revenue Recognition

    Product sales are recognized when products are shipped. Although the Company
warrants its products, it is unable to estimate the future costs relating to
warranty expense and, as such, recognizes warranty expenses as incurred.

    Stock Based Compensation

    Compensation cost for stock, stock options, warrants, etc., issued to
employees and non-employees is based on the fair value method.

    Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

                                       F-7


<PAGE>
3.   Due from Factor

     In December 1999, the Company entered into an agreement to sell selected
accounts receivable to a factor. Under the agreement, the Company shall receive
75% of sold accounts as a deposit and the balance upon payment. These sales are
subject to a 10% discount, but will receive a rebate of 6% if payment is made
within 30 days, decreasing to 2% if payment is within 90 days. All accounts not
paid within 90 days will be charged back to the Company. In addition, the
Company has collateralized all accounts receivable and certain intangibles.

    As of December 31, 2000, the Company sold accounts receivable of $1,164,268,
all of which have been subsequently collected, and as of January 1, 2001, the
Company will receive 80% of sold accounts as a deposit and the balance upon
payment.

4.  Inventories

    Inventories consisted of the following:
       Raw material                             $ 214,511
       Work-in-process                            150,300
       Finished goods                             110,125
                                                ----------
                                                $ 474,936
                                                 =========

5.  Fixed Assets

    Fixed assets consisted of the following:

<TABLE>
<CAPTION>
                                                             Estimated
                                                            useful lives
                                                              in years
                                                           -------------
<S>                                                        <C>              <C>
         Factory equipment .............................         7           $ 2,006,175
         Office equipment ..............................         5                 9,610
         Leasehold improvements ........................         5                15,672
         Furniture & Fixtures                                    5                 1,744
                                                                             -----------
                                                                               2,033,201
         Less accumulated depreciation .................                         587,314
                                                                             -----------
                                                                             $ 1,445,887
                                                                             ===========
</TABLE>

     As of December 31, 2000, factory equipment included capitalized leased
assets of $435,000.

     Depreciation expense was $284,233 and $288,568 in fiscal 2000 and 1999,
respectively.

     In March 2000, the Company sold equipment for an aggregate sales price of
$360,777, net of expenses of $74,223, which resulted in a loss of $794,244. The
Company then leased back the equipment from the purchaser for three years. The
lease provides for monthly rent of $9,063, plus an amount equal to 2% above the
lessor's prime rate, per annum, on the future unpaid lease obligation and, at
the end of the lease term, a purchase option of $1.00.

     The Company has capitalized the lease. The capitalized lease obligation and
related assets were recorded at the lower of the present value of the net
minimum lease obligations or the fair value of the related asset.

     As of December 31, 2000, capitalized lease obligations, including an
existing capitalized lease obligation, consisted of the following:

    Current                                                $130,306
    Noncurrent                                              248,726
                                                           --------
                                                           $379,032
                                                           ========
6.  Loans Payable

    Loans payable consisted of:
    Loan payable to a vendor (Note 9)...................   $237,352
    Loan payable to a vendor on
      December 31, 2000, with interest
      at 10%, per annum (1)(2)..........................    102,253
    Loan payable to a vendor ...........................     68,454
    Loan payable to a vendor............................     24,427
    Loan payable to officer/director on
      demand, without interest..........................      8,481
                                                            -------
                                                            440,967
    Less:  Current loans payable........................    203,615
                                                           --------
                                                           $237,352
                                                           ========
                                       F-8
<PAGE>


(1)      Collateralized by certain patents

(2)      Guaranteed by a stockholder/officer up to $50,000

7.  Income Taxes

    For the years ended December 31, 2000 and 1999, the Company's deferred tax
benefits (expenses) were as follows:

                                                  2000            1999
                                              -----------      -----------
         Net operating loss carryforwards      $ 868,000       $  474,000
         Capitalized costs                      (122,000)        (183,000)
         Depreciation                              8,000          (62,000)
         Compensation                             11,000           94,000
         Patent                                  (28,000)          (3,000)
         Valuation allowance                    (737,000)        (320,000)
                                               ----------      ------------
                                                   None             None
                                               ==========      ============

    As of December 31, 2000, the tax effects of the components of deferred tax
assets and liabilities were as follows:

         Deferred tax assets

            Net operating loss carryforwards ...........  $  3,442,000
            Compensation                                       121,000
                                                          ------------
                Total deferred tax asset ...............     3,563,000

         Deferred tax liabilities
            Depreciation             ...................      (283,000)
                                                          ------------
                 Net deferred tax asset ................     3,280,000
         Valuation allowance ...........................    (3,280,000)
                                                          ------------
                                                                None
                                                          ============

    As of December 31, 2000, realization of the Company's net deferred tax asset
of approximately $3,280,000 was not considered more likely than not, and,
accordingly, a valuation allowance of $3,280,000 was provided.

     The following is a reconciliation of expected income tax benefit utilizing
the Federal statutory tax rate to income tax benefit reported on the statement
of operations.

<TABLE>
<CAPTION>

                                                                                   2000             1999
                                                                                -----------      ----------
<S>                                                                             <C>              <C>
Expected income tax benefit ...............................................     $  (781,000)    $ (394,000)
Change in valuation allowance arising in current year .....................         737,000        320,000
State income tax benefit, net of federal income tax effect ................          44,000         74,000
                                                                               -----------      ----------
                                                                                   None             None
                                                                               ===========      ===========
</TABLE>

     As of December 31, 2000, the Company had net operating loss carryforwards
of approximately $9,800,000 to reduce future taxable income expiring through
2015.

                                       F-9


<PAGE>


8.   Commitments and Contingency

     License Agreements

     The Company is committed under an exclusive license agreement with two
inventors for a patent for an insertable element that prevents reuse of a
plastic syringe. To maintain this license agreement, the Company is required to
pay an annual minimum licensing fee of $10,000. To maintain exclusivity, the
Company is required to pay an annual minimum license fee of $50,000. In
addition, the license requires royalty payments of 6% of net sales of products
manufactured and 40% of sublicense royalties received for products that use the
specific insertable element. Through March 22, 2001, the Company has not and
does not have immediate plans to manufacture or sublicense using this patent.
During both 2000 and 1999, the Company paid only minimum royalties of $60,000
under this agreement.

     In June 1999, the Company entered into a product development and licensing
agreement with a corporation engaged to design, develop, and produce a
functional component. The agreement provides an exclusive and irrevocable
option, exercisable within three years, to acquire an exclusive license for the
product. The Company is obligated to pay a royalty of $.001, per component sold,
with an advance royalty fee of $15,000 paid following the execution of the
agreement. The advance royalty is nonrefundable and will be credited toward
future royalty payments as they become due. In addition to the licensing fees,
the Company issued 10,000 shares of common stock upon execution of the
agreement, valued at $11,250. The license agreement will be for a period of the
later of ten years or the expiration of the last patent relating to the
component and its improvements, with the right to terminate the agreement if the
Company fails to produce and ship at least ten million of this component within
three years.

     In March 2001, the Company will exercise the option and commence the
production and sale of the product using this component.

     Lease

     The Company is committed under a lease for production, storage and office
space through September, 2003. The lease provides for annual rent and additional
rents for the Company's pro rata share of real estate taxes, liability
insurance, maintenance, etc. In addition, the lease is renewable for an
additional five years.

     Total rent expense for 2000 and 1999 was $71,499 and $69,853, respectively.

     As of December 31, 2000, the minimum future rent payments, exclusive of the
renewal, was:

               Years Ended
               December 31,
               ------------
                  2001                  $ 73,641
                  2002                    75,852
                  2003                    58,168
                                        --------
                                        $207,661
                                        ========

     Employment Agreements

     The Company is committed under employment agreements with two officers
through February 2003, requiring aggregate annual compensation of $233,600, plus
annual increases of 10%. The agreements also provide for life, disability and
health insurance.

9.   Stockholders' Equity

     Common Stock

     In January 1999, the Company issued 150,000 shares of common stock to a
consultant for services valued at $112,500.

     In July 1999, the Company issued an aggregate of 44,444 shares of common
stock to four consultants for services valued at $62,666.

                                      F-10


<PAGE>


     In October 1999, the Company granted an officer/director the right to
convert deferred payroll of $204,063 into 1,700,524 shares of common stock at
$.12, per share.

     In November 1999, the Company issued 150,000 shares of common stock to a
consultant for services valued at $22,500.

     In January 2000, the Company granted 223,600 shares of common stock at
$.12, per share, to a director in exchange for debt and a loan owed to the
director of $26,832.

     In January 2000, an officer/director converted deferred payroll of $50,000
into 416,666 shares of common stock at $.12, per share, and resold 250,000
shares of such stock to another director for $30,000.

     In May and June 2000, the Company issued 381,680 shares of common stock to
four consultants for services and accounts payable valued at $245,790.

     In August 2000, the Company's shareholders amended the Certificate of
Incorporation of the Company to increase the authorized common stock of the
Company from 25,000,000 to 75,000,000 shares.

     In August 2000, the Company issued 30,000 shares of common stock to a
marketing consultant, valued at $15,000.

     In September 2000, the Company issued 15,000 shares of common stock to a
consultant to provide financial marketing services valued at $6,750.

     In September 2000, the Company issued 30,000 shares of common stock to an
employee as additional compensation valued at $15,000.

     In December 2000, the Company issued 110,000 shares of common stock to
consultants for financial services valued at $24,068.

Preferred Stock

     Series A Cumulative Convertible Preferred Shares (Series A) are entitled to
receive, prior to the payment of cash dividends to the common stock, a
cumulative dividend of $80, per share, per annum, and may be redeemed by the
Company, at $1,000, per share. In addition, Series A stockholders are entitled
to a liquidation preference of $1,000 per share, plus accrued and unpaid
dividends. Further, each share of Series A is convertible into 222.22 shares of
common stock.

     Series B 5% Cumulative Convertible Preferred Shares (Series B) are entitled
to receive, prior to the payment of dividends to the Series A and common stock,
cumulative dividends of $50, per share, per annum, and may be redeemed at the
option of the Company, at $1,000, per share. In addition, Series B stockholders
are entitled to a liquidation preference of $1,000, per share, plus accrued and
unpaid dividends. Each share of Series B, having a value of $1,000, is
convertible into shares of common stock at the lesser of $1.10, as amended, or
75% of market value, as defined, through February 2001, as amended.

    In January, February and March 1999, 90 shares of Series B were converted to
129,941 shares of common stock at an average price of $.69, per share.

    In October 1999, 18 shares of Series B were converted to 120,000 shares of
common stock at a price of $.15, per share.

    In March 2000, 160 shares of Series B were converted to 372,610 shares of
common stock at an average price of $.43, per share.

    In June 2000, 50 shares of Series B were converted to 125,000 shares of
common stock at a price of $.40, per share.

    In July 2000, 50 shares of Series B were converted to 118,511 shares of
common stock at a price of $.42, per share.

    In August 2000, 50 shares of Series B were converted to 175,438 shares of
common stock at a price of $.285, per share.

    In September 2000, 75 shares of Series B were converted to 228,588 shares of
common stock at a price of $.328, per share.

    In February 1999, the Company designated Series C 5% Cumulative Convertible
Preferred Shares (Series C) which are entitled to receive, prior to the payment
of dividends to the Series B, Series A and common stock, cumulative dividends of
$50, per share, per annum, and may be redeemed a the option of the Company, at
$1,000, per share. In addition, Series C stockholders are entitled to a
liquidation preference of $1,000, per share, plus accrued and unpaid dividends.
Each share of Series C, having a value of $1,000, is convertible into shares of
common stock at the lesser of $1.10 or 75% of market value, as defined, through
July 2001.

                                      F-11


<PAGE>


    On February 8, 1999, the Company issued 250 shares of Series C and warrants
to purchase 37,500 shares of common stock in exchange for $209,990, net of
offering expenses of $40,010. The Company has allocated $18,206 of the net
proceeds to the beneficial conversion feature of the Series C and treated the
resulting discount as a preferred dividend. These warrants are exercisable at
$1.92, per share, through February 2002.

    Holders of preferred shares have no voting rights.

    As of December 31, 2000, cumulative dividends in arrears on preferred stock
were:

                  Series A                           $522,660
                  Series B                             67,267
                  Series C                             23,681
                                                     --------
                                                     $613,608
                                                     ========

    Redeemable Common Stock Purchase Warrants

    The Company has 2,587,500 Redeemable Common Stock Purchase Warrants
(Redeemable Warrants) outstanding entitling each holder to purchase one share of
common stock at an exercise price of $4.50, per share, through April 23, 2002.
The Redeemable Warrants are subject to redemption, at any time, by the Company
at $.05, per share, through April 23, 2002, provided the closing bid price of
the common stock has been at least $8.00 for 20 consecutive trading days.

    In addition, both the exercise price and number of shares issuable upon
exercise of the Redeemable Warrants are subject to adjustment for certain
dilutive events. As of December 31, 2000, the exercise price has been decreased
to $1.68, per share, and the number of shares issuable upon exercise of the
Redeemable Warrants has been increased to 10,972,078.

    Underwriter's Warrants

    The Company has an outstanding Underwriter's Warrant to purchase 150,000
shares of common stock and 225,000 Redeemable Warrants, exercisable at $5.78,
per share, and $.17,per warrant, respectively, commencing April 1998 through
April 2003. Both the exercise price and number of shares issuable upon exercise
of the Underwriter's Warrant are subject to adjustment for certain dilutive
events. As of December 31, 2000, the exercise price has been decreased to $5.42,
per share, and the number of shares issuable upon the exercise of the
Underwriter's Warrant has been increased to 159,825.

    Options

    In July 1999, the Company issued warrants to purchase 25,000 shares of
common stock as part of the Series C financing arrangement, exercisable at
$2.15, per share, through August 1, 2001, and were valued at $5,000.

    On September 30, 1999, the Company issued an option outside the Plan to
purchase 250,000 shares of common stock to a vendor, exercisable at $.15, per
share, through September 2009, payable by reduction of an amount due the vendor.
The shares which may be exercisable under the option, are subject to certain
restrictions and, upon the common stock of the Company achieving a certain
price, all unexercised options shall be exchanged for the remaining amount due
the vendor of approximately $250,000. During the year ended December 2000, the
vendor exercised options to purchase 80,000 shares and, in March 2001, the
vendor exercised options to purchase an additional 50,000 shares.

    On November 12, 1999, the Company issued an option to purchase 30,000 shares
of common stock to a consultant, exercisable at $.50, per share, through
November 12, 2004. The options may be exercised in whole or in part on or after
January 3, 2000, and are included in the conditions and terms of a six month
consulting agreement.

    In February 2000, the Company issued options to purchase an aggregate of
3,430,000 shares of common stock, outside the Plan, at $.59, per share,
exercisable through February 2003, to officers and directors and 55,941 options
to purchase common stock exercisable through February 2003, at $.59, per share,
to a consultant.

    In March 2000, the Company issued warrants to purchase 30,000 shares of
common stock at $.39, per share, through March 2003 in connection with the sale
and leaseback (Note 5).

    In June 2000, the Company issued options to acquire an aggregate of 900,000
shares of common stock under the Plan, exercisable at $.675, per share, through
June 2005, to three directors in consideration of their guarantees of the lease
in the sale and leaseback, valued at $15,000.

    In June 2000, the Company issued options to acquire an aggregate of 100,000
shares of common stock under the Plan to two officers, exercisable at $.675, per
share, through June 2005.

                                      F-12


<PAGE>

    In August 2000, the Company issued 150,000 options to purchase common stock
exercisable at $.43, per share through August 2005 to a consultant to provide
marketing services valued at $2,500.

    In December 2000, the Company agreed to issue 70,000 options to purchase
common stock exercisable at $.20, per share, through December 2003 to two
consultants to provide financial services valued at $1,200.

Reserved Shares

    As of December 31, 2000, the Company has reserved shares of common stock as
follows:

         Redeemable Warrants                         10,972,078
         Underwriter's warrant                          384,825
         Options under the Plan                       7,259,219
         Other options and warrants                   4,122,596
         Loans payable and deferred payroll           1,483,858
         Series A conversions (a)                       460,440
         Series B conversions (a)                     1,037,952
         Series C conversions (a)                     1,143,118
         Series B warrants                              112,500
         Series C warrants                               37,500
         Litigation reserve                             250,000
                                                     ----------
                                                     27,264,086
                                                     ==========

         (a)  assumes conversions as of December 31, 2000.

10.  Stock Option Plans

    The 1996 Stock Option Plan (Plan) is administered by the Board of Directors
or a committee thereof and options to purchase 4,709,219 shares of common stock
may be granted under the Plan to directors, employees (including officers) and
consultants to the Company. The Plan authorizes the issuance of incentive stock
options (ISOs), as defined in Section 422A of the Internal Revenue Code of 1986,
as amended, and non-qualified stock options (NQSOs). Consultants and directors
who are not also employees of the Company are eligible for grants of only NQSOs.
The exercise price of each ISO may not be less than 100% of the fair market
value of the common stock at the time of grant, except that in the case of a
grant to an employee who owns 10% or more of the outstanding stock of the
Company or a subsidiary or parent of the Company, the exercise price may not be
less than 110% of the fair market value on the date of grant. The aggregate fair
market value of the shares covered by ISOs granted under the Plan that become
exercisable by a Plan participant for the first time in any calendar year is
subject to a $100,000 limitation. The exercise price of each NQSO is determined
by the Board, or committee thereof, in its discretion; provided that NQSO
granted a 10% Stockholder be no less than 110% of the fair market value on the
date of grant.

    Under the Plan, the Company has set aside options to purchase 4,500,000
shares of common stock based on the criteria listed below. These options will
become exercisable commencing upon the earlier of April 2006, or (y) two years
after the effective date of the option, provided that in the case of clause (y),
the Company shall have obtained (i) at least $30,000,000 in gross revenues and
after tax net income of at least $2,000,000 in the second full fiscal year
following the effective date, or (ii) at least $45,000,000 in gross revenues and
$3,000,000 in after-tax net income in the third full fiscal year following the
effective date, or (iii) at least $60,000,000 in gross revenues and $4,000,000
in after-tax net income in the fourth full fiscal year following the effective
date.

    Under the 1998 Stock Option Plan (98 Plan), the Company may grant options to
purchase 300,000 shares of common stock to employees, directors, independent
contractors and consultants of the Company. The 98 Plan is similar to the Plan
and authorizes the issuance of ISO's, NQSO's and Stock Appreciation Rights.

    In August 2000, the Company adopted the 2000 Stock Option Plan (2000 Plan),
under which the Company may grant options to purchase 2,000,000 shares of common
stock to employees, directors, independent contractors and consultants of the
Company. The Plan includes options to purchase an addition 250,000 shares of
common stock, reserved for an Industrial and Scientific Advisory Committee to be
formed as necessitated by the Company.

    In January 1999, existing options to acquire an aggregate of 750,000 shares
of common stock have been replaced with ISO's to acquire 750,000 shares,
exercisable at $1.75, per share, through March 28, 2003.

                                      F-13

<PAGE>


    In October 1999, the Company issued ten year options to purchase 250,000
shares, each, to two officers of the Company at $.15, per share, under the Plan.

    In June 2000, the Company issued five year options to purchase 300,000
shares, each, to three board members of the Company at $.675, per share, under
the Plan.

    In June 2000, the Company issued options to purchase an aggregate of 100,000
shares of common stock under the Plan to two officers, exercisable at $.675, per
share, through June 2005.


The following table summarizes the activity of the Plans for 2000 and 1999.

<TABLE>
<CAPTION>


                                                                 2000                           1999
                                                       --------------------------   -------------------------
                                                                        Weighted                    Weighted
                                                                         Average                     Average
                                                                        Exercise                    Exercise
                                                        Shares           Price        Shares          Price
                                                      ----------      -----------   ----------    ------------
<S>                                                   <C>             <C>           <C>           <C>
Options outstanding, beginning of year ...........     4,349,000        $1.79        3,849,000        $2.35
Granted ..........................................     1,000,000        $ .675       1,250,000        $1.11
Canceled or lapsed ...............................        -0-                         (750,000)       $3.50
                                                      ----------    --------------   -----------   -----------
Options outstanding, end of year .................     5,349,000,       $1.50        4,349,000        $1.79
                                                      ==========    ==============   ===========   ===========
Options exercisable, end of year .................     4,754,000        $1.46        3,404,000        $1.71
                                                      ==========    ==============   ==========    ===========
Options available for grant, end of year .........     1,910,219                       660,219
                                                      ==========                     ==========
Weighted-average fair value of options granted
 during the year .................................      $.675                        $    1.11
                                                      ==========                     ==========

</TABLE>

     The following table summarizes information about stock options outstanding
under the Plan at December 31, 2000:

<TABLE>
<CAPTION>
                                         Weighted
                                          Average                                Weighted
                                         Remaining                                Average
   Range of         Outstanding          Contractual      Exercisable         Exercisable
Exercise Prices       Options               Life            Options             Price
---------------    ------------         ------------      -----------         -----------
<S>                <C>                <C>                 <C>                 <C>

$2.00                170,000             4.06               170,000               $2.00
$3.50                295,000             6.41                                     $3.50
$1.75              3,330,000             2.25             3,330,000               $1.75
$1.50                 54,000             3.00                54,000               $1.50
$0.15                500,000             8.75               200,000               $0.15
$0.675             1,000,000             4.50             1,000,000               $0.675
                  ----------           ----------         ---------           ----------
$0.15 to $3.50     5,349,000             3.58             4,754,000               $1.46
                  ==========           ==========         =========           ==========

</TABLE>

11. Litigation

    In February 1998, the Company commenced an action against a former supplier
seeking $15,000,000, plus punitive damages, alleging fraud, breach of contract,
et.al. In connection with this action, as of December 31, 1999, the Company
wrote-off accounts payable to the supplier of $237,412. There can be no
assurance that the Company will obtain a significant monetary judgment, if any.

     In February 2000, a former consultant commenced an action against the
Company and its directors alleging breach of contract and fiduciary duty, and is
seeking consulting fees in the amount of: (1) 250,000 shares of common stock,
(2) $192,000 and (3) costs of this action. The Company and counsel do not
believe the fees are due and will vigorously defend this action.

     In April 2000, the Company commenced a collection action against a former
consultant for the repayment of a loan of $35,000. The loan has been fully
reserved. The former consultant has contested the claim and filed a counterclaim
for unpaid consulting fees of $400,000, plus interest, costs and expenses. The
Company believes the counterclaim is without merit, is defending the matter and,
together with counsel, does not believe the outcome of this matter will have a
material effect on the Company.

                                      F-14
<PAGE>



     In August 2000, a patent infringement action had been commenced against the
Company in connection with the Company's locking syringe. In January 2001, this
matter was dismissed.

12. Sales of Licenses and Equipment

    In August 2000, the Company entered into a license agreement providing for
the non-exclusive, worldwide use of the Company's patents for the manufacture,
use and marketing of its auto-disable syringes through the period any patents
are still in effect, providing for royalties on sales. The Company will also
sell to the licensee certain equipment to manufacture these syringes for
$644,000, payable substantially all upon acceptance of the equipment. The
Company has warranted the equipment for one year from acceptance and is required
to provide continuing technical assistance throughout the license and
manufacturing periods. As of December 31, 2000, the Company has shipped and
received payment for equipment of approximately $67,000, and has outstanding
letters of credit of approximately $544,800. In addition, as of December 31,
2000, the Company has incurred costs of $104,544 and is committed for additional
costs of the equipment of approximately $41,000.

    As of March 22, 2001, the equipment has been inspected, delivered, and is
about to be installed.

    In August 2000, the Company entered into a license agreement providing for
the non-exclusive, worldwide use of certain of the Company's patents for the
manufacture, use and marketing of syringes for a twelve year period, providing
for royalties on production and certain minimum sales. The Company also
anticipated selling the licensee certain equipment necessary to manufacture
these syringes under the license, and, as of December 31, 2000, the Company
received a deposit of $160,000 on the sales price.

    The sale of the equipment was never completed and the Company and the
licensee have agreed to apply the deposit to advanced royalties under the
license agreement.

13. Concentrations

    The Company maintains cash in financial institutions in excess of insured
limits. In assessing its risk, the Company's policy is to maintain funds only
with reputable financial institutions.

    During 2000, and 1999, product sales to four and two customers comprised
approximately 89% and 75% of total product sales, respectively. As of December
31, 2000, accounts receivable from one customer was approximately 44% of total
account receivable.

    During 2000 and 1999, purchases from two suppliers comprised approximately
55% and 53% of total purchases, respectively. As of December 31, 2000 and 1999,
accounts payable to these customers were 27% and 30% of total accounts payable,
respectively.

14. Subsequent Events

     In February 2001, the Company granted 120,000 shares of common stock at
$.125, per share, as additional to wages to an employee of the Company for 2001.

    In February 2001, the Company borrowed an aggregate of $50,000 from an
officer and a director, without specific repayment or interest terms.

    In March 2001, the Company entered into a corporate development and
financial consulting agreement through March 2002, requiring aggregate payments
of $24,000, plus options to acquire 100,000 shares of the Company's common
stock, exercisable at $.25, per share, through March 2006. The options will vest
at 10%, per month.

                                      F-15